Corporate Governance Structure - BeOne Medicines Ltd. is governed by its Board of Directors, which is responsible for the overall direction and management of the company, including determining strategic principles and policies [1][5] - The Board consists of various roles including the Chairman, Chief Independent Director, CEO, and other executive management members [1][12] - The Board has the authority to delegate management responsibilities to the CEO and other executive members, while retaining certain non-transferable duties as per applicable laws [1][9] Board Meetings and Procedures - The Board must hold at least four meetings annually, with the Chairman responsible for preparing the agenda and notifying members [2][7] - A quorum for Board meetings is achieved when more than half of the serving directors are present, either in person or via communication technology [7][8] - Decisions are made by majority vote, with provisions for written resolutions and virtual meetings that hold the same legal effect as in-person meetings [7][8] Compensation and Remuneration - The Board has the authority to determine compensation for directors, which may include cash or equity-based remuneration, subject to legal and statutory requirements [5][6][11] - Directors who also serve in management roles are not entitled to additional compensation for their board duties [6] Committees and Special Committees - The Board can establish various committees, including permanent committees like the Audit Committee and Compensation Committee, to assist in governance [10][11] - Special committees may be formed to review significant matters under consideration by the Board [11] Reporting and Accountability - The CEO is required to report on the company's business progress at each Board meeting, with special updates communicated as necessary [7][11] - All Board resolutions must be documented, and meeting records are maintained by the Secretary [7][8]